transmission, storage, disclosure and/or disposal of the confidential, sensitive, personal, or regulated data of their respective customers, employees and other third parties (the Privacy and Data Security Requirements) and review, of the public offering of the Shares by FINRA (including filing fees and the reasonable legal fees and disbursements of counsel to the Agent up to $15,000 in connection therewith), (vi) the fees and disbursements of counsel to the Company votes or written consents, and the award agreement governing such grant (if any) was duly executed and delivered by each party thereto, (ii)each such grant was made in accordance with the terms of the Company Stock Plans, the Exchange Act and She started her Wall Street career at Merrill Lynch & Co., in investment banking, before embarking on a 24-year career at Citigroup Inc., the last nine years of which she was the Regional Head of Markets for North America. not later than the first day of the Companys fiscal quarter next following each effective date (as defined in such Rule 158) of the Registration Statement with respect to each sale of Shares. Property owned or purported to be owned by the Company or any of its subsidiaries, except for (A)any retained rights of the owners of Intellectual Property that is licensed to the Company or any of its subsidiaries and (B)the non-exclusive rights of customers, service providers, and strategic and channel partners to use the Company Intellectual Property, under which the Company or any of its subsidiaries have granted valid licenses to The Company may terminate this Agreement in its sole discretion at any time upon prior written notice to the case except that the provisions of Section3, 4 (except that if no Shares have been previously sold hereunder or under any Terms Agreement, only Section4(l)), 9, 13, 14 and 16 of this Agreement shall remain in full force and effect of such default by the Company and (ii)notwithstanding any such default, pay to the Agent the commission to which it would otherwise be entitled in connection with such sale in accordance with Section2(b) below. The Companys auditors and the Audit Committee of the Board of Directors of the and the fourth quarter of such fiscal year. Let us know!. practicable under the circumstances when requesting an opinion, letter or other document referred to in Sections 6(b) through (d)above. Before joining UBS, he acquired know-how in investment banking as an analyst and trader, working for various financial institutions such as Morgan Stanley, Deutsche Bank, and AllianceBernstein. business or entity and its consolidated subsidiaries (if any) and the related notes thereto included or incorporated by reference in the Registration Statement or the Prospectus comply in all material respects with the applicable requirements of the The Company hereby agrees with the Agent: (a) For so long as the delivery of a prospectus is required (whether physically or through compliance with Rule 172 under the Act or any the other, in connection with the statements or omissions that resulted in such losses, claims, damages or liabilities, as well as any other relevant equitable considerations. ended thereafter, such disclosure controls and procedures were effective to perform the functions for which they were established. filed under the Exchange Act but excluding any Current Report on Form 8-K or part thereof under Item 7.01 or Item 2.02 of Regulation S-K of the Commission any Terms Agreement, the issuance and sale of the Shares, compliance by the Company with the terms of this Agreement or of any Terms Agreement and the consummation of the transactions contemplated by this Agreement or any Terms Agreement, except as the Company. value per share (the ClassA Common Stock), of the Company on the terms set forth in Section1 of this Agreement. He previously served as Executive Vice Chairman and Head of UBS Securities, LLC's Investment Bank for the Americas from February 2017 to September 2018. execution of the applicable Terms Agreement, (A)no downgrading shall have occurred in the rating accorded any debt securities or preferred equity securities of or guaranteed by the Company or any of its subsidiaries by any nationally (oo) Neither the Company nor any subsidiary or affiliate of the Company has taken, directly or indirectly, any action which is designed to or (c) The Incorporated Documents, when they were filed with the Commission (or, if any Global markets, topical issues and timely allocation ideasfrom the UBS Chief Investment Office. (f) The remedies provided for in this applicable Form 8-Ks] (collectively, the Documents). conditions set forth herein and in the Distribution Agreement which are incorporated herein by reference, the Company agrees to issue and sell to the Agent, and the latter agrees to purchase from the Company, the Purchased Securities at the time and 12. All disclosures contained in the Registration Statement and the Prospectus regarding non-GAAP financial Representations, Warranties and Agreements of the Company. most influential managing directors. specified Exchange Business Day or over a specified period of Exchange Business Days, which proposal shall be made to the Agent by telephone or by email from any of the individuals listed as an authorized representative of the Company on Schedule A (g) Each sale of the Shares to the Agent in a Principal Transaction shall be (b) In the event that the Agent that is a Covered Entity or a BHC Act Affiliate of the Agent becomes subject to a proceeding under a U.S. 14. Industry Financial Services. (e) If the Company shall default on its obligation to deliver Shares to the Agent pursuant to the terms Lead Stories is a U.S. based fact checking website that is always looking for the latest false, misleading, deceptive or Survival. final judgment for the plaintiff, the Indemnifying Person agrees to indemnify each Indemnified Person from and against any loss or liability by reason of such settlement or judgment. If the Agent agrees to the terms of such proposed Agency Transaction or if the Company and the Agent mutually agree to Agency Settlement Date (as defined below)) against delivery of such Shares to the Agents account, or an account of the Agents designee, at The Depository Trust Company through its Deposit and Withdrawal at Custodian System Agent, be suspended during the period from and including a Bring-Down Delivery Date through and including the time that the Agent shall have received the documents described in the preceding sentence. result in a breach or violation of any of the terms or provisions of, or constitute a default under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any of its subsidiaries pursuant to Section5(a) hereof, each dated the Settlement Date, and such other documents and information as the Agent shall reasonably request, and the Company and the Agent will agree to compensation that is customary for the Agent with reference all XBRL Data required to be included therein; and the XBRL Data included or incorporated by reference in the Registration Statement or the documents incorporated by reference therein fairly presents the information called for in all As used herein, the term Organizational Documents means, (i)with respect to a corporation, its charter and The claim appeared in an article published by BillLawrenceOnline on December 1, 2020 titled "China Bought Dominion In October" (archived here) which opened: China Bought Dominion In October -- It's not a theory when you have the documentation. directors or, if permitted by applicable law and the Companys charter and by-laws, a duly authorized committee thereof, or in a number in excess of the number of Shares approved for listing on the writing to the Company the number of Shares sold on any Exchange Business Day and the related Gross Sales Price and Net Sales Price (as each of such terms is defined in Section2(b) below) no later than the opening of trading on the immediately Under the leadership of the Group CEO, the GEB was comprised of 12 members as of 31 December 2021 and has executive management responsibility for the steering of the Group and its business. Prior to that, he was at Credit Suisse from 1997 to 2015, in roles of increasing responsibility, including eventually serving as Global Head of Equity Capital Markets and Co-Head of Credit Risk. that the Company shall have no obligation to provide the Agent with any document filed on EDGAR or included on the Companys Internet website. President UBS Asia Pacific at UBS Group AG and UBS AG, Head Wealth Management South East Asia and Asia Pacific Hub, UBS, President and Director, Ta Chong Bank, Taiwan, Managing Director and Regional Head, Consumer Banking Group, DBS Bank, Singapore, Nationality:Italian |Year of birth:1971. Terms Agreement. (iii) a covered FSI as that term is defined in, and interpreted in accordance with, 12 C.F.R. Indemnified Person unless. measures (as such term is defined by the rules and regulations of the Commission) comply with Regulation G of the Exchange Act and Item 10 of Regulation S-K of the Act, to the extent applicable. made in accordance with the terms of this Agreement and a Terms Agreement, which shall provide for the sale of such Shares to, and the purchase thereof by, the Agent. law, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause (i)but also the relative fault of the Company, on the one hand, and the Agent, on for so long as the delivery of a prospectus is required (whether physically or through compliance with Rule 172 under the Act or any similar rule); and for so long as this Agreement is in effect, the Company will prepare and file promptly such sale in any jurisdiction, or of the initiation or. Agent. It is an . limited liability company agreement and certificate of limited liability company (or similar document), and (iv)with respect to any other entity, its similar organizational documents. disclosed by the Company in reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Commissions rules and forms, including controls and procedures A Transaction Proposal shall not set forth a Specified Number of Shares that, when added to the aggregate number or aggregate Additional Covenants of the Company. $400,000,000 (the Maximum Amount). together with the Base Prospectus attached to or used with the Prospectus Supplement. He held several positions in academia before starting his banking career in 1999 with Deutsche Bank in credit risk management, and subsequently working for Hypovereinsbank and Credit Suisse in the same area. and its subsidiaries most recently completed fiscal year. QuantumScape Corporation, a Delaware management, financial position, stockholders equity, results of operations or prospects of the Company and its subsidiaries taken as a whole; (ii)neither the Company nor any of its (b) The Agent shall have received a letter or letters, which shall include legal opinions (C)the repurchase of shares of capital stock upon termination of the holders employment or other service relationship with the Company pursuant to equity-incentive agreements or other arrangements providing for an option to repurchase or respective properties and to conduct the businesses in which they are engaged, except where the failure to be so qualified or in good standing or have such power or authority (to the extent that such concepts are applicable in such jurisdiction) has the meaning set forth in Rule 405 under Act; the term business day means any day other than a day on which banks are permitted or required to be closed in New York City; and the term subsidiary has the meaning set forth terminate the offering of the Shares pursuant to Agency Transactions for any reason; provided, however, that such suspension or termination shall not affect or impair the parties respective obligations with respect to the Shares subsidiaries has entered into any transaction or agreement that is material to the Company and its subsidiaries taken as a whole or incurred any liability or obligation, direct or contingent, that is material to the Company and its subsidiaries If the Company is not eligible to file an automatic shelf registration statement, the Company will, prior to the Renewal Deadline, if it has not already done so, file a new shelf If the Agent, acting as principal, wishes to accept such proposed terms (which it may a discount shall be set forth in the applicable Terms Agreement. opinion of counsel for the Agent or counsel for the Company, to further amend or supplement the Prospectus in order that the Prospectus will not include an untrue statement of a material fact or omit to state any material fact required to be stated (d) Each Bring-Down Delivery Date, the Company UBS Europe SE Board of Directors Board Committees Group Executive Board Organization and Structure Regulations Shareholder information Group Executive Board UBS Group AG operates under a strict dual board structure, as mandated by Swiss banking law, and therefore the BoD delegates the management of the business to the GEB. subsidiaries has entered into any transaction or agreement that is material to the Company and its subsidiaries taken as a whole or incurred any liability or obligation, direct or contingent, that is material to the Company and its subsidiaries and the Companys charter and by-laws, a duly authorized committee thereof. to the Prospectus or any amended Prospectus has been filed with the Commission; (ii)of the issuance by the Commission of any stop order or any order preventing or suspending the use of any prospectus relating to the Shares or the initiation or that it will not be able to renew its existing insurance coverage as and when such coverage expires or to obtain similar coverage at reasonable cost from similar insurers as may be necessary to continue its business as now conducted. reliance upon and in conformity with any information relating to the Agent furnished to the Company in writing by the Agent expressly for use in the Registration Statement (or any amendment thereto), the Prospectus (or any amendment or supplement Ms. Harford joined UBS in 2017, bringing with her a broad experience from across the industry, including in research, client coverage and risk management, and successfully led UBS Asset Managements integrated investments capabilities, driving performance for its clients. any other exchange on which Company securities are traded, and (iii)each such grant was properly accounted for in accordance with GAAP in the financial statements (including the related a right of first refusal on behalf of the Company pursuant to the Companys repurchase, or (D)the issuance of shares of capital stock upon conversion of Company securities as described in the Registration Statement and the Prospectus) or The Company represents and The Company provides services such as equities sales and trading, fixed income products, and treasury products. for any such purpose; (iv)of any request by the Commission for the amendment of the Registration Statement or the amendment or supplementation of the Prospectus (in each case including any documents incorporated by reference therein) or for Inc., and UBS Securities, LLC that: I have reviewed the data included as Exhibits A through [D] hereto, which was included in the The Agent will use commercially reasonable efforts, consistent with its normal trading and sales practices, to sell such Shares in accordance been timely filed with the Commission under the Act; and all requests by the Commission for additional information shall have been complied with to the satisfaction of the Agent and no suspension of the qualification of the Shares for offering or The U.S. Securities and Exchange Commission has filed a report stating that Dominion Voting Systems received a payment of $400 million from a Swiss bank account with ties to the Chinese Communist Party [1].The payment was made to Staple Street Capital, a middle-market private equity firm based in New York, who acquired Dominion Voting Systems in 2018. process with respect to the offering and sale of the Shares); and to promptly advise the Agent of the receipt by the Company of any notification with respect to the suspension of the qualification of the Shares for sale in any jurisdiction or the any officer, general partner, managing member or other authorized representative of the Company or any subsidiary of the Company and delivered to the Agent or to counsel to the Agent pursuant to or in connection with this Agreement or any Terms Commission) a registration statement on Form S-3 (No. applicable anti-money laundering laws, including the U.S. criminal anti-money laundering statutes at 18 U.S.C. Pension Benefit Guaranty Corporation (PBGC), in the ordinary course and without default) in respect of a Plan (including a multiemployer plan, within the meaning of Section4001(a)(3) of ERISA); and Ralph Hamers has been Group CEO of UBS Group AG and President of the Executive Board of UBS AG since November 2020. short-term debt or long-term debt (except for borrowings and the repayment of borrowings in the ordinary course of business) of the Company or any of its subsidiaries, or any dividend or distribution of any kind declared, set aside for payment, paid 47.3(b); or. as the indemnity set forth in paragraph (a)above, but only with respect to any losses, claims, damages or liabilities that arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in Share Your Design Ideas, New JerseysMurphy Defends $10 Billion Rainy Day Fund as States Economy Slows, This Week in Crypto: Ukraine War, Marathon Digital, FTX. Lead Stories also was unable to find any official information about the third possible Chinese national previously listed by Bloomberg as being on the board of UBS Securities LLC: Luo Qiang. securities of the Company or any securities convertible into or exercisable, redeemable or exchangeable for ClassA Common Stock or other equity securities of the Company, or submit to, or file with, the Commission any registration statement Suni Harford was appointed President Asset Management in 2019 and is the Chair of UBS Optimus Foundation. 333-266419) (the registration statement) for the registration of the Shares the Agent within the meaning of Section15 of the Act or Section20 of the Exchange Act, from and against any and all losses, claims, damages and liabilities (including, without limitation, reasonable and documented out of pocket legal (6) such other documents as the Agent shall reasonably request. or events reported in such Current Report on Form 8-K, whether the information contained therein is considered furnished or filed under the Exchange Act or (B)such Current Report (d) In the event of the issuance of any such stop order or of any such order preventing or While it appears three of the four board members of that subsidiary's board are Chinese and could represent Chinese investors, shareholder information is private, so it is unknown if China or any other government owns shares. Before joining UBS, Ms. Youngwood was CFO for JPMorgan Chase Consumer & Community Banking. The Agents obligation to solicit purchases on an agency basis for the Shares or The Company and each of its subsidiaries (other than the Joint Venture) and, to the Companys knowledge, Ames & Co for seven years. refer to and include the documents, if any, incorporated by reference, or deemed to be incorporated by reference, therein (the Incorporated Documents), including, unless the context otherwise requires, the documents, if any, filed Short URL: (f) The Company shall reasonably cooperate with any reasonable due diligence review requested by the Agent or its counsel from time to time in to this Agreement, the Alternative Agreements, any Terms Agreements and any Terms Agreement, as defined under and entered into pursuant to any Alternative Agreement (an Alternative Terms Agreement), is equal to the than three years prior to the date hereof; there is no order preventing or suspending the use of the Registration Statement or the Prospectus, and, to the knowledge of the Company, no proceeding for that purpose or pursuant to Section8A of the This Agreement and any Terms Agreement shall inure to the benefit of and be binding upon have been derived from the accounting and other records of the Company and its subsidiaries or [unaudited financial statements of ] and [in each case] have been prepared, to the extent applicable, in compliance with the 16. Joint Venture), nor to the Companys knowledge, the Joint Venture is (i)in violation of its charter or by-laws or other Organizational Documents (as defined below); (ii)in default, and no Except as otherwise set forth in the Registration Statement and the Prospectus Mr. Luo brings a wealth of experience and contacts in China's commercial and regulatory sector. shall have been issued that would, as of the relevant Settlement Date, prevent the issuance or sale of the Shares. applicable rules and regulations adopted by the Commission and the Public Company Accounting Oversight Board (PCAOB) and as required by the Act. 19. The Company will take all whether as agent, underwriter, advisor, investor or otherwise) of Sanctions. (l) The Company has full corporate right, power and authority to execute and deliver this Agreement and any Terms Agreement and agreed upon by the Company and the Agent to accommodate a transaction involving additional underwriters), relating to such sale in accordance with Section2(g) of this Agreement (each such transaction being referred to as a Principal Find out how top athletes and entertainers are planning for life after the spotlight, How Black investors can advance their financial goals and communities. Mu Lina was a board member with China TransInfo, a major surveillance camera producer in China. over the course of, such Offering Date(s), or as otherwise agreed between the Company and Agent and documented in the relevant Transaction Acceptance; and; the lowest price, if any, at which the Company is willing to sell Shares on each such Offering Date or a to such Terms Agreement and this Agreement may not be terminated by the Company without the prior written consent of the Agent. 1) UBS is a Swiss investment bank and financial services company with around $1 trillion in assets that says it provides services in more than 50 countries. Default Right has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 were made, not misleading. (qq) There is and has been no failure on the part of the Company or, to the knowledge of the Company, any of the Companys directors or All notices and other communications under this Agreement and any Terms Agreement shall be in writing and shall be deemed to have been Agreement, addressing such matters as the Agent may reasonably request; a certificate signed by the Companys Chief Financial Officer, in substantially the form of Exhibit C amended and supplemented to the time of delivery of such letters authorizing reliance). Agent, as sales agent, shall not be obligated to use its commercially reasonable efforts, consistent with its normal trading and sales practices, to sell, any Shares at a price lower than the minimum price, or in a number or with an aggregate gross or reported on any other financial statements included or incorporated by reference in the Registration Statement or the Prospectus is an independent registered public accounting firm with respect to the Company and its subsidiaries or other We concentrate on developing long-term relationships through a commitment to quality client service. Persons Entitled to Benefit of Agreement. delivered or filed on the Commissions Electronic Data Gathering, Analysis and Retrieval system or any successor system thereto (collectively, EDGAR)) to the Agent via e-mail in suspending the use of any such prospectus or suspending any such qualification, or of any notice of objection pursuant to Rule401(g)(2) under the Act, to use promptly its commercially reasonable efforts to obtain its withdrawal. group managing director- chairman of the board : munfa, lauren k (crd#:4431011) chief compliance officer : nieto, callum (crd#:6765482) principal operations officer : sanborn, mark wilson (crd#:1805781) managing director : ubs americas holding llc : shareholder : van tassel, james c (crd#:2558212) managing director, us equities research Each of the representations, warranties and agreements set forth therein shall be deemed to have been made as of the date of this Terms Agreement and the Settlement Date set forth in the Schedule hereto. if other than 3.0% of the Gross Sales Price, the Agents discount or commission. Agreement, the parties hereto agree that the Agents obligations, if any, to solicit purchases of Shares on an agency basis or otherwise take any action pursuant to a Transaction Acceptance shall, unless otherwise agreed in writing by the (b) Subject to the terms and conditions set forth below, the Company appoints the Agent as UBS Securities LLC provides client focused advisory, capital markets and financing solutions and providing access to primary and secondary shall be brought or asserted against any person in respect of which indemnification may be sought pursuant to either Section9(a) or 9(b) above, such person (the Indemnified Person) shall promptly notify the person against under the Act with respect to any of the foregoing (other than a registration statement on Form S-8 or post-effective amendment to the Registration Statement), or publicly announce the intention to undertake Agreement shall have the same meanings when used herein. Material Adverse Effect; and (iii)except as described in each of the Registration Statement and the Prospectus, (A)there is no proceeding that is pending, or that is known to be contemplated, against the Company or any of its subsidiaries respective businesses have not violated, infringed, misappropriated or conflicted with, and will not violate, infringe, misappropriate or conflict with, in any material respect, any Intellectual Property rights of others.
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